Grow Solutions (GRSO) 10-Q 20 May 15 2015 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Mar. 31, 2015	20-May-15
Document and Entity Information
Entity Registrant Name	LIGHTTOUCH VEIN & LASER INC
Entity Central Index Key	1104265
Amendment Flag	FALSE
Current Fiscal Year End Date	-19
Document Type	10-Q
Document Period End Date	31-Mar-15
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2015
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		50,391,612

Balance_Sheets

Balance Sheets (USD $)	Mar. 31, 2015	Dec. 31, 2014
Assets
Current assets
Total Assets
Current Liabilities:
Accounts payable	7,313	25,793
Payable to stockholders		148,739
Accrued interest on notes payable	1,804
Convertible notes payable (net of $90,000 debt discount)	90,000
Total current liabilities	99,117	174,532
Stockholders' equity (deficit):
Preferred stock, $0.001 par value: 25,000,000 shares Authorized, no shares issued and outstanding
Common stock, $0.001 par value: 100,000,000 shares authorized, 418,895 shares issued and outstanding	419	419
Additional paid-in capital	7,322,744	7,142,744
Retained deficit	-7,422,280	-7,317,695
Total stockholder's equity (deficit)	-99,117	-174,532
Total liabilities and stockholders' equity (deficit)

Balance_Sheets_Parenthetical

Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Statement of Financial Position
Preferred stock par value	$0.00	$0.00
Preferred stock authorized	25,000,000	25,000,000
Preferred stock outstanding	0	0
Preferred stock issued	0	0
Common stock par value	$0.00	$0.00
Common stock authorized	100,000,000	100,000,000
Common stock outstanding	418,895	418,895
Common stock issued	418,895	418,895
Debt discount	$90,000

Statements_of_Operations_Unaud

Statements of Operations (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Income Statement
Revenue
Operating Expenses:
General and administrative	10,822	7,419
Total operating expenses	10,822	7,419
Loss from operations	-10,822	-7,419
Other Income (Expense)
Interest expense	-93,763	-2,999
Total other expenses	-93,763	-2,999
Net Loss	($104,585)	($10,418)
Net Loss per share of common stock	($0.25)	($0.02)
Weighted Average Number of Shares of Common Stock	418,895	418,895

Statements_of_Cash_Flows_Unaud

Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Cash flows from operating activities:
Net Loss	($104,585)	($10,418)
Adjustments to reconcile net loss to net cash used by operating activities:
Amortization of debt discount	90,000
Changes of operating assets and liabilities:
Increase (decrease) in accounts payable	-18,480	482
Increase (decrease) in related party payable and payable to Stockholders	-148,739	9,936
Increase in convertible note payable and accrued interest	181,804	9,936
Net cash used in Operating activities
Net cash provided by Investing activities
Net cash provided by Financing activities
Net change in cash
Cash, beginning of period
Cash, end of period
Cash paid during the period for:
Income taxes
Interest

Basis_of_Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2015
Basis of Presentation [Abstract]
Basis of Presentation	Note 1: Basis of Presentation
	The accompanying unaudited financial statements of LightTouch Vein & Laser, Inc. (the “Company”) were prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Management of the Company, comprised of its sole officer and director, (“Management”) believes that the following disclosures are adequate to make the information presented not misleading. These unaudited financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Form 10-K report for the year ended December 31, 2014.
	These unaudited financial statements reflect all adjustments, consisting only of normal recurring adjustments that, in the opinion of Management, are necessary to present fairly the financial position and results of operations of the Company for the periods presented. Operating results for the three months ended March 31, 2015, are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.
	The accompanying unaudited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has not conducted any revenue producing operations during the past several years, has few assets but has incurred total liabilities of over $189,000 as of March 31, 2015. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management and other related parties have paid the Company’s expenses and Management serves without monetary remuneration. The Company proposes to continue this method of paying for its expenses unless other capital raising means can be employed, of which there can be no assurance that such will be available. The Company anticipates incurring future expenses as it seeks to acquire an operating entity. The Company assumes that its arrangement with Management will continue into the future. These unaudited financial statements do not include any adjustments that might result from a negative outcome of these uncertainties. A change in these circumstances would have a material negative effect on the Company's future.

Summary_of_Significant_Account

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2015
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2: Summary of Significant Accounting Policies
	Organization – The Company was organized under the laws of the State of Nevada on May 1, 1981 under the name of Strachan, Inc. and during 1999, the Company changed its name to its present name. Between 1999 and 2000, the Company acquired several subsidiary corporations and conducted its business operations primarily through them. Subsequent to August 2000, financial difficulties prevented these subsidiary corporations from operating profitably and each of them ceased operations. In most cases these corporations filed for bankruptcy in the applicable federal court, the proceedings of which lasted in some cases through 2005. At the present time the Company is seeking a business combination with an operating entity through a reverse acquisition.
	Use of Estimates – The accompanying unaudited financial statements are prepared in conformity with accounting principles generally accepted in the United States of America and require that management make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. The use of estimates and assumptions may also affect the reported amounts of expenses. Actual results could differ from those estimates or assumptions.
	(Loss) per Share of Common Stock – The loss per share of common stock is computed by dividing the net loss during the periods presented by the weighted average number of common shares outstanding during those same periods. There were no potential common shares outstanding during any period presented that would result in a dilution to the actual number of common shares outstanding. However, the Company may have a contingent obligation to issue additional shares of common stock based on acquisitions that the Company made of entities that became subsidiaries of the Company. Such contingent obligation has not been given consideration in computing the loss per share of common stock.
	Income Taxes – The Company has no deferred taxes arising from temporary differences between income for financial reporting and for income tax purposes. At March 31, 2015, the Company has a net operating loss carry forward of approximately $184,700 that expires if unused through 2035. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended business activities. A deferred tax asset in the amount of $36,950 is fully offset by a valuation allowance in the same amount.  The change in the valuation allowance was $4,650 and $2,400 for the three months ended March 31, 2015 and 2014, respectively.  A tax rate of 20% was used in the calculation.
	The Company adopted the provisions of ASC Topic 740, Accounting for Uncertainty in Income Taxes, on January 1, 2007.  As a result of the implementation of ASC Topic 740, the Company recognized approximately no increase in the liability for unrecognized tax benefits.
	The Company has no tax positions at March 31, 2015 and December 31, 2014 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at March 31, 2015 or December 31, 2014.

Capital_Stock

Capital Stock	3 Months Ended
	Mar. 31, 2015
Capital Stock [Abstract]
Capital Stock	Note 3: Capital Stock
	Preferred Stock – The Company is authorized to issue 25,000,000 shares of preferred stock, $.001 par value, with such rights, preferences, variations and such other designations for each class or series within a class as determined by the Board of Directors. The preferred stock is not convertible into common stock, does not contain any cumulative voting privileges, and does not have any preemptive rights. No shares of preferred stock have been issued.
	Common Stock – On August 15, 2000, the Company acquired Vanishing Point, Inc. (“Vanishing Point”) as a wholly owned subsidiary through a triangular reorganization whereby an existing subsidiary of the Company acquired all of the Vanishing Point common stock, options to acquire common stock, warrants, and convertible notes (collectively the “Exchange Securities”) in exchange for 8,576,589 shares of the Company’s common stock. The conditions of the exchange require that the Exchange Securities be surrendered to the Company’s transfer agent and that payment, either in services or in a cash amount, be made by the Company. As a result of the demise of the business operations of the Company’s subsidiaries shortly after the Vanishing Point acquisition, both the terms and conditions of surrendering the Exchange Securities were not completed. The Company believes that all properly allowable issuances of the Company’s common stock for the Exchange Securities have occurred, but no assurance thereof can be given.
	During 2010, the sole officer of the Company converted a note in the amount of $25,000 into 25,000,000 shares of common stock of the Company. The stock was valued at $0.001 per share which approximated market value.

Related_Party_Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2015
Related Party Transactions [Abstract]
Related Party Transactions	Note 4: Related Party Transactions
	Commencing in 2006, the Company’s sole officer made payment of general and administrative expenses incurred by the Company and in 2007 entered into an unsecured line of credit note. This note bears interest at a rate of 18% per annum and has been extended on several occasions. Commencing in 2008, an affiliate of the Company’s sole officer made similar payment of general and administrative expenses incurred by the Company at a rate of 18% per annum. Furthermore, certain general and administrative expenses related to the Company maintaining an office and filing its reports with the Securities and Exchange Commission have been accrued and are payable to the Company’s sole officer and affiliate.  Collectively, these amounts total $0 and $148,739 at March 31, 2015 and December 31, 2013, respectively. Accrued interest included in these amounts is $0 and $52,016 at March 31, 2015and December 31, 2014, respectively.  The funds from the convertible notes payable to Grow Solutions were used to pay the balance due as of February 16, 2015.

Convertible_Note_Payable

Convertible Note Payable	3 Months Ended
	Mar. 31, 2015
Convertible Note Payable [Abstract]
Convertible Note Payable	Note 5: Convertible Note Payable
	On February 16, 2015, the Company issued a convertible promissory note to Grow Solutions in the principal amount of one hundred fifty thousand dollars ($150,000). The principal and interest of the Grow Note is convertible into 7,500,000 shares of the Company’s common stock. The Company also issued three convertible promissory notes to lenders and creditors of the Company in the principal amount of thirty thousand dollars ($30,000) in the aggregate, convertible into 1,467,717 shares of common stock of the Company. All shares of common stock of the Company issued under the Notes were included in the Issuance Amount. Proceeds from the Notes were used to pay outstanding obligations of the Company including funds owed to the sole officer and director. Accrued interest on the convertibles notes was $1,804 at March 31, 2015.

Contingent_Liabilities

Contingent Liabilities	3 Months Ended
	Mar. 31, 2015
Contingent Liabilities [Abstract]
Contingent Liabilities	Note 6: Contingent Liabilities
	The Company’s subsidiaries, which were terminated in 2000 and 2001, became subject to various lawsuits including bankruptcy proceedings. Even though the Company may have been named as a defendant in such lawsuits, the Company denied any liability inasmuch as it was not the operating entity that had entered into the agreements that were being litigated and the Company had not made any commitments for the payment of any liabilities incurred by its subsidiaries. Nevertheless, to the extent that the Company was a party to any financial transactions that were not discharged through any subsidiary’s bankruptcy proceedings, including any obligations associated with the issuance of its common stock in conjunction with the acquisition of Vanishing Point, the Company may have contingent liabilities.
	The Company believes that there are no valid outstanding liabilities from either prior operations or from potential stockholders with respect to the issuance of additional shares of the Company’s common stock. If creditors or potential stockholders were to come forward and claim that a liability is owed or that additional shares of common stock should be issued to them, the Company has committed to contest such claim to the fullest extent of the law. No dollar amount has been accrued in the unaudited financial statements for this contingent liability, and to the best of the Company’s knowledge and belief the financial statements accurately reflect the financial position of the Company as of the dates presented, and the Company believes that no contingent liabilities exist.

Subsequent_Events

Subsequent Events	3 Months Ended
	Mar. 31, 2015
Subsequent Events [Abstract]
Subsequent Events	Note 7: Subsequent Events
	On February 16, 2015, the Company entered into an Acquisition Agreement and Plan of Merger with Grow Solutions, Inc., a Delaware corporation and LightTouch Vein & Laser Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Company. The merger was finalized April 28, 2015, and Grow Solutions merged with the Company and became a wholly owned subsidiary of the Company.
	As disclosed in Note 5 herein, on February 16, 2015, the Company issued three convertible promissory notes to lenders and creditors of the Company in the principal amount of thirty thousand dollars ($30,000) in the aggregate. In May of 2015, these convertible promissory notes were converted into 1,467,717 shares of common stock of the Company.
	In February 16, 2015, the Company issued a convertible promissory note to Grow Solutions, Inc., a wholly owned subsidiary of the Company (“Grow Solutions”) in the principal amount of $150,000 (the “Note”). In May of 2015, Grow Solutions agreed to surrender and cancel the Note for good and valuable consideration.
	Effective May 13, 2015, the Company entered into an Acquisition Agreement and Plan of Merger with Grow Solutions Acquisition LLC, a Colorado limited liability company and a wholly owned subsidiary of the Company, One Love Garden Supply LLC, a Colorado limited liability company, and all of the members of OneLove. On the Closing Date, OneLove merged with Grow Solutions Acquisition and became a wholly owned subsidiary of the Company
	Additionally, May 13, 2015, the Company entered into a two year employment agreement (with three consecutive two year renewal options) with Michael Leago, a former managing member of OneLove. Under the terms of the employment agreement, Leago shall serve as the Retail Grow Store Division Head and shall receive $65,000 per year and an additional bonus plan.
	The Company has evaluated all other subsequent events from the balance sheet date through the date the financials were issued, and has determined there are no events that would require disclose herein.

Summary_of_Significant_Account1

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2015
Summary of Significant Accounting Policies [Abstract]
Organization	Organization – The Company was organized under the laws of the State of Nevada on May 1, 1981 under the name of Strachan, Inc. and during 1999, the Company changed its name to its present name. Between 1999 and 2000, the Company acquired several subsidiary corporations and conducted its business operations primarily through them. Subsequent to August 2000, financial difficulties prevented these subsidiary corporations from operating profitably and each of them ceased operations. In most cases these corporations filed for bankruptcy in the applicable federal court, the proceedings of which lasted in some cases through 2005. At the present time the Company is seeking a business combination with an operating entity through a reverse acquisition.
Use of Estimates	Use of Estimates – The accompanying unaudited financial statements are prepared in conformity with accounting principles generally accepted in the United States of America and require that management make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. The use of estimates and assumptions may also affect the reported amounts of expenses. Actual results could differ from those estimates or assumptions.
(Loss) per Share of Common Stock	(Loss) per Share of Common Stock – The loss per share of common stock is computed by dividing the net loss during the periods presented by the weighted average number of common shares outstanding during those same periods. There were no potential common shares outstanding during any period presented that would result in a dilution to the actual number of common shares outstanding. However, the Company may have a contingent obligation to issue additional shares of common stock based on acquisitions that the Company made of entities that became subsidiaries of the Company. Such contingent obligation has not been given consideration in computing the loss per share of common stock.
Income Taxes	Income Taxes – The Company has no deferred taxes arising from temporary differences between income for financial reporting and for income tax purposes. At March 31, 2015, the Company has a net operating loss carry forward of approximately $184,700 that expires if unused through 2035. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended business activities. A deferred tax asset in the amount of $36,950 is fully offset by a valuation allowance in the same amount.  The change in the valuation allowance was $4,650 and $2,400 for the three months ended March 31, 2015 and 2014, respectively.  A tax rate of 20% was used in the calculation.
	The Company adopted the provisions of ASC Topic 740, Accounting for Uncertainty in Income Taxes, on January 1, 2007.  As a result of the implementation of ASC Topic 740, the Company recognized approximately no increase in the liability for unrecognized tax benefits.
	The Company has no tax positions at March 31, 2015 and December 31, 2014 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at March 31, 2015 or December 31, 2014.

Basis_of_Presentation_Details

Basis of Presentation (Details) (USD $)	Mar. 31, 2015
Basis of Presentation (Textuals)
Total Liabilities	$189,000

Summary_of_Significant_Account2

Summary of Significant Accounting Policies (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Summary Of Significant Accounting Policies (Textuals)
Net operating loss carry forward	$184,700
Net operating loss carry forward, expiration date	31-Dec-35
Effective income tax rate	20.00%
Deferred tax asset	36,950
Change in valuation allowance	$4,650	$2,400

Capital_Stock_Details

Capital Stock (Details) (USD $)	0 Months Ended	12 Months Ended
	Aug. 15, 2000	Dec. 31, 2010	Mar. 31, 2015	Dec. 31, 2014
Capital Stock (Textuals)
Preferred stock authorized			25,000,000	25,000,000
Preferred stock par value			$0.00	$0.00
Number of common stock	8,576,589
Converted note into shares		25,000,000
Converted note into shares amount		$25,000
Conversion price		$0.00

Related_Party_Transactions_Det

Related Party Transactions (Details) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2008	Dec. 31, 2007	Dec. 31, 2014
Related Party Transactions (Textuals)
Related party transaction rate		18.00%	18.00%
Payable to related parties				$148,739
Accrued interest	$0			$52,016
Convertible notes due date	16-Feb-15

Convertible_Note_Payable_Detai

Convertible Note Payable (Details) (USD $)	0 Months Ended	3 Months Ended
	Feb. 16, 2015	Mar. 31, 2015
Convertible Note Payable (Textuals)
Convertible notes payable	$150,000
Conversion of debt into shares	7,500,000
Accrued interest on convertibles notes		1,804
Beneficial conversion feature recorded debt discount		180,000
Interest and debt expense		90,000
Lenders and Creditors [Member]
Convertible Note Payable (Textuals)
Convertible notes payable	$30,000
Conversion of debt into shares	1,467,717

Subsequent_Events_Details

Subsequent Events (Details) (Subsequent Event [Member], USD $)	1 Months Ended
	31-May-15	Apr. 28, 2015	13-May-15	Feb. 16, 2015
Subsequent Event [Member]
Subsequent Events (Textuals)
Common stock issued	1,467,717	44,005,000
Promissory notes				($30,000)
Employement agreement receivables			65,000
Principal amount				$150,000